PROJECT SUMMARY/ABSTRACT Reading and math achievement is closely tied to graduation rates, future employment status, and earning potential. Students classified as English Language Learners (ELLs) are at higher risk for academic difficulties than their non-ELL peers. Although the achievement gap between ELLs and non-ELLs increases as students progress from elementary to middle school, there is a dearth of research that focuses on academic achievement among ELLs in middle school. Therefore, developing effective assessment, identification, and intervention approaches for middle school ELLs is a critical problem facing the fields of psychology, education, and educational policy. One important area of research in this population is investigating the ways in which first and second oral language processes relate to one another cross-linguistically and to various reading and math outcomes. Despite progress that has been made in learning disabilities research among monolinguals, predictive models for reading and math skills among samples of ELLs are scant, particularly models that consider the roles of first language abilities. Moreover, although there is a great deal of evidence supporting the role of language in both reading and math, studies often use one measure of language or create one broad language composite score rather than considering the roles of distinct aspects of language (e.g., expressive, receptive, vocabulary, syntactic/grammatical knowledge). This research proposal addresses these gaps by examining (Aim 1) the roles of distinct aspects of oral language skills in different reading outcomes in a cohort of 7th grade ELLs who are struggling readers. This research will build off of findings from Aim 1 by creating a more targeted language battery in a second cohort of 7th grade ELLs and exploring (Aim 2) the roles of first and second language processes in math outcomes, and the ways in which language accounts for the overlap between reading and math. Finally, Aim 3 seeks to investigate the roles of important language-related contextual factors such as age of second language exposure and home language context. This work has the potential to inform theoretical models of learning disabilities among ELLs, as well as theories regarding the cross-linguistic transfer of language skills. Understanding the ways in which language processes impact reading and math achievement is important because it is possible that academic interventions may benefit from integrating specific oral language components. These aims are in line with the National Institute of Child Health and Human Development's (NICHD) high-priority research goal of better understanding bilingual and biliteracy development. Carrying out the proposed fellowship research will increase our understanding of bilingualism and biliteracy among a growing group of at-risk students. In conclusion, the award and completion of this project will not only provide strong training in research methods and dissemination to a promising young researcher, but will address a significant need for understanding the ways in which first and second language processes relate to one another and to achievement.